Why So Down
by SasukeU16
Summary: Request Maka was in her room, upset for no reason, Blair comes in and sees her in the dark, turning it on she jumps onto the bed asking her what was wrong and soon took all her pain away. Blair x Maka, M, Lemon. Yuri.
1. Why So Down

It was late at night, Maka was sitting in her room in the dark, she was down, she didn't know why she just was. There was a knock on the door, she didn't bother to answer it. It was Blair, the witch cat who slightly got on her nerves when she tempted Soul. She didn't know why that got on her nerves but it did.

"Why ya got the lights off, Maka?" Blair questions as she goes and turns them on.

Maka squints as she tries to get used to the light in her face again. "I didn't feel like having it on..."

"Oh...Want me to turn it off again?" She questions.

"Nah...It's fine." Maka replies.

Blair looks over at her while she twirled her hair in her hand, she smiled and jumps on the bed sitting next to her. "What's wrong, you seem kind of down."

"I really don't know...I came home feeling this way..." Maka replies.

"Hmm...Maybe your horny?" Blair questions.

Maka blushes and coughs. "No, I'm not, Blair." Maka replies.

"Well your not...But I am." Blair says with a smile that soon turned into a smirk.

"You should probably find Soul...He could help you with that." Maka says feeling that sad feeling again.

"But I don't want Soul." Blair says.

"Oh really, You've been after him for this whole time, how could you not?" Maka questions.

Soon Maka was pinned down to the bed, above her was Blair staring down at her soon Blair's lips were placed on a shocked Maka's. Maka kissed the purple haired witch back, Maka moaned feeling the touch of Blair's fingertips travel under her shirt touching her skin making goosebumps.

It felt strange for Maka but she brushed it off, it felt great. She blushed feeling Blair's tongue brush against her bottom lip, she opened her mouth allowing the cat girl into her mouth, she moaned as she felt Blair's tongue brush against hers.

She moaned out into the kiss louder as she felt Blair pinch her nipples, Maka pulled away from the kiss pushing the cat girl away standing up facing her blushing like crazy, Blair only sat on her bed with a pouty look.

"Maka, Why did you move away. Didn't you enjoy what I was doing?" Blair questions.

"Y-Yeah...But we shouldn't..." Maka replies.

"It's Soul, isn't it, you like him, huh?" Blair questions.

"I-It's not Soul...Soul and I are friends...He seems to like you a lot so it would be wrong...Plus I've never been with a girl...Actually no one..." Maka says blushing harder.

"B-But I don't like him...I'm interested in you, You're so cute, Come on. I'll take care of you, my sweet Maka-Chan." Blair says getting closer to the blonde pulling her back down onto the bed kissing her.

Maka kissed her back wrapping her arms around her neck, Blair pulls away and removes Maka yellow shirt as well as unbuttoning her white long sleeved shirt, leaving her in her light pink bra, Blair smiled and licked Maka's neck making her mewl a little, Blair smirked before nipping at her neck making her moan slightly.

Blair straddled the young girl, she took off her black jacket as well as un did her black bra shirt leaving her big boobs to hang out, Maka blushed slightly jealous at her breast size. Maka herself removed her own bra. She crossed her arms hiding them feeling self-conscious about them only Blair removed her hands pinning them above her head.

She bent down lapping at one making her moan a little, Blair removed her hands from above her and used the other to play with the other one, pulling and pinching making Maka squirm and moan under her. Blair removed the rest of Maka's garment as well as her own, Maka was beyond shocked, blushing madly at the situation.

Blair kissed her forehead and then placed her lips on Maka's kissing her passionately, Maka kissed back her hands resting on Blair's breasts, Blair's hand traveled down touching Maka's stomach before reaching below her, she touched her inner thighs before brushing her finger against her womanhood making her whine.

"Blair, No teasing!" Maka shouts.

"Someone's eager...Aww my Maka's so cute when desperate." Blair coos.

"S-Shut it." Maka snaps slightly.

Blair slid a finger inside Maka wiggling it around, Maka winced at the strange object in her, Blair wasted no time and slid in another finger thrusting them out of her, in and out at a fast speed. Maka moaning out, Blair began to scissor inside her making Maka throw her head back moaning out in pleasure. Blair kissed down her chest before reaching her breasts, she licked circles around Maka's nipple erecting it, she latched onto it sucking on it running her tongue around it. Blair picked up her speed thrusting harder and faster inside her, she added another finger. Maka could feel herself being stretched. She moaned out more and more.

Maka felt her legs began to shake, she soon released on Blair's hand moaning out loud, This made Blair cum as well with a shriek. The two lay there panting, Blair pulled out and laid next to Maka, she wrapped the blanket around them and soon the two fall asleep.

~~~~~  
"Maka, Hurry up, I'm starving!" Soul shouts not bothering to walk in, "Maka!" his eyes went wide at the scene. "Um...I'll just make something myself..."

He leaves shocked and possibly scarred for a little bit.


	2. Morning After

Maka woke up, she looked to her clock seeing it was 12:00 in the afternoon, she looked to see Blair was gone, she saw she was naked under blanket. She blushed thinking about last night. She got up and grabbed some clothes her normal attire, jumping into the shower.

She finished putting up her piggy tails and walked out of the room going into the kitchen, she didn't bother making something, she joined Soul at the table, He was drinking coffee, He looked at her and soon spit his coffee out on the floor.

"Soul!" Maka shouted.

"I-I'm sorry...I was about to choke excuse me, Maka." Soul says blushing slightly, he thought about what he walked in on.

Maka blinked. "Are you okay?"

"Y-Yeah. Why wouldn't I be, God. Maka assume much?" Soul snaps.

"I was just asking, you don't have to be such an ass about it." Maka replies getting into his face about it.

His face was close to, they looked at each other angrily. Soon the door opened.

"I brought donuts!" Blair shouts walking in.

Seeing Blair and Maka in the same room made Soul lose it, his nose was spewing with blood, Blair just smiled not knowing what was wrong and Maka just glared at him.

"First coffee, now blood. Soul what is wrong with you, Can't you take care of things, I just bought this rug!" Maka shouts.

"That carpet is ugly." Soul says.

"You're attitude is ugly." Maka replies.

"You're breasts are ugly." Soul snaps.

Maka being offended by this held her breasts looking away from him. "That's just mean, Soul!"

Maka runs off going to her room slamming the door shut. Soul looks at the door then at Blair.

"Thanks for the donuts, You better go comfort miss drama queen. Have fun banging." Soul says.

"W-Wait what are you talking about, S-Soul?" Blair questions setting them down on the table.

"I saw you guys, you were cuddling and naked...Later, Have fun." Soul says taking the box of donuts leaving the house.

Blair blinks before going to Maka's room, she knocks before entering. "Maka!"

Maka sits up from laying down, soon she was knocked over by Blair glomping her. "Oh Maka-Chan, I missed you so much. Last night was great!"

"Y-Yes it was, T-Thank you, Blair." Maka says blushing while smiling.

"Let's go to the hot springs, That should be relaxing!" Blair says.

"I don't know..." Maka replies.

"Come on, It will be fun. Just you and me, my treat. " Blair says with a smile plastered on her face.

"Alright let's go." Maka replies.

"Great! Bring some comfortable clothing for after the hot springs, we'll be going to the mall after!" Blair shouts before planting a kiss on Maka's lips getting up off of her and leaving the room.

Maka sat there with a smile on her face, she thought about Blair, about how nice she was. I mean after fighting with Soul it was nice having Blair comfort her. She then thought about last night, that comfort was great too, she then blushed even more thinking further, fantasies. She shook her head to focus.

"This will be fun, just us relaxing at the springs." Maka says smiling.

Blair was in her room packing some stuff for the springs, she smiled thinking of Maka. She loved her, really loved her, she was happy Maka was allowing her to take care of her. She made sure she was packed before smiling brighter grabbing her stuff leaving her room to meet Maka at the door.

"Let's go my sweet darling." Blair says smiling opening the door letting her go out first before shutting it leaving the house to go to the hot springs.


	3. Love and Pleasure

The two girls returned from there day at the hot springs and the mall, Maka was a little shocked that Blair didn't try to pull something. Maybe that night was only a one night thing, Maybe Blair just used her just because Soul wasn't around.

"Thank you, I enjoyed spending the day with you." Maka says with a small smile before starting to walk off to her room.

Blair looked at her slightly sad, her kitty ears hung back. "M-Maka-Chan, Where are you going?"

Maka turned to her. "I would think you want to be alone, Soul's probably going to be home soon and I don't want to be in the way."

Blair walks over to the blonde meister, she was 2 inches from her, she smiled when she saw a hint of blush and saw she backed up slightly only to hit the wall.

"Maka, Maka, Maka...You really think I'm going to spend the whole day with you at the springs and mall only just to come back here to go to Mr. Evans...You really don't know me...Especially when I'm in love." Blair says her arms wrapping around her waist pulling her closer making her whine shockingly.

"L-Love?" Maka questions.

Without reply, Blair passionately kisses Maka, intertwining her fingers with Maka's. Soon was a small thud of Maka's body hitting the wall, Blair pulled away and licked her neck making her whine lightly. Blair's hands left hers moving to Maka's yellow over shirt to take it off only for Maka to move away.

"N-Not here..." Maka says with a bright blush on her face as she looks away to hide her embarrassment.

Blair smiles and giggles before taking Maka's hand dragging her to her bedroom shutting the door and throwing Maka and the bed getting on top of her, She kissed her, Maka kissed Blair back wrapping her arms around her neck pulling her closer, Blair pulled away and kissed down her neck, her hands reached for her yellow over shirt tossing it over her head, she was now working on her white button up school shirt unbuttoning as she started sucking on her neck earning light moans from Maka.

Soon Blair had finished unbuttoning Maka's shirt, Maka sat up slightly to shed the piece of clothing, She blushed as she was left in her hot pink bra as well as her bottom garments, the other night she wasn't nervous but this time she was, she didn't even know why either.

Maka went to cross her arms to cover herself a little bit only for Blair to yank her arms gently away, Blair smiles.

"No, No, No. Don't be shy, my Maka. I want you to feel comfortable with me." Blair says kissing down her neck before licking back up close to her ear.

Maka blushed even more, she was probably red as a tomato. Blair removed her hands from Maka's reaching behind her and unclipping her bra letting it fall to the ground. Maka soon got the courage and tackled Blair down to the bed, she hovered over her with a small smile on her face, Blair giggled slightly before placing a hand on her back pulling her closer, her mouth latched onto one of her nipples making her moan lightly.

Blair used her other hand, her fingers rubbing the other, twisting and pulling it earning more moans from the blonde which made her happy, her tonuge circled around the nub, lightly nipping at it making it erect. She removed her mouth from it moving to the other. This making Maka grip the bed sheet. Maka pulled Blair up to face her, she kissed her passionately. Blair removed her black jacket as well as her bra looking shirt.

She soon flipped their positions, The two girls were still kissing, Blair's tonuge entered Maka's mouth exploring her mouth, Maka's tonuge joined the party her arms snaking around Blair's neck pulling her closer. Maka felt Blair's hands wander down her torso, down her legs touching her inner thighs, she felt Blair tug off her skirt, she ignored that and continued kissing the purple haired girl.

Maka pulled away and moaned out as she felt Blair inside her underwear, stroking her which made her blush even more, she wished she would stop blushing but she couldn't help it. Blair pullled away from the kiss and kissed down her chest, soon reaching the hem of her panties, she took them off using her mouth.

"Wow Maka, Who knew I made you wet." Blair says with a little giggle.

"S-Shut it..." Maka replies looking away to hide her embarrassment.

The purple cat smirked as she took of the rest of her garments, she really hated clothing and wished they would just be destroyed. She replied. "Gladly."

Maka looked at her questioningly, Blair knelt between Maka's now spread legs, using her pinky finger to trace around her thighs and just barely brush her outer lips. Maka writhed under her touch, trying to press her hips into Blair's hands. Finally she eased her desire, slipping a single finger between her lips. She slid it up and down her slit, coming close to, but not touching, her swollen clit.

This slow pleasurable torture seemed to last forever before she finally began to softly rub her aching pearl. Blair pressed her finger into Maka, and soon was given a long, desperate moan which satisfied her as in telling her shes doing a great job at pleasing the blonde meister. Maka's head rolling back and her legs spasming wildly. She rubbed her clit between the two fingers of one hand while tickling her insides gently with a finger from the other. Blair's finger curled inside of her in a way that made Maka's toes curl and her back arch even more against the mattress.

Soon Maka realized she was moaning up a storm, god she thought about how the neighbors thought, she hoped her partner wasn't home, if he was, she would have to face the consequences in the morning, right now she didn't care, this moment just like the other night was bliss. She realized Blair had slid another finger inside her.

She bucked against them as Blair thrusted them inside her, Blair also sucked and licked at her clit which made her moan out louder, Maka grabbed a hold of Blair's hair slightly tugging on it as she couldn't take anymore. Blair stopped sucking on her to kiss her passionately, Maka kissed back only to pull away when Blair added another finger, they moved inside her, Blair bit Maka's neck sucking on the nape of her neck, Maka clenched her hands in Blair's hair, her mouth was close to her ear, moaning and panting only turned the horny kitty on even more which made Blair reached down to her own womanhood with her free hand stroking it as she removed a finger from Maka to rub her clit as she moved her two finger's inside the blonde who was moaning under her. Maka clawed Blair's back as the pleasure grew stronger, Blair moaned along with her. They shared a passionate kiss as the two came to their release.

Blair collapsed along side Maka, being close to her, she kissed her cheek before nuzzling into the panting blonde who was about to fall asleep.

"I love you, Maka. I need you to know that...Goodnight dear." Blair says before falling asleep with her.


End file.
